Exhibit 10.6


 


AMENDED AND RESTATED GUARANTY AGREEMENT


 


(LEASE NO. 3)


 


THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Agreement”)
is made and given as of June 30, 2008 by FIVE STAR
QUALITY CARE, INC., a Maryland corporation  (the
“Guarantor”), for the benefit of SNH
SOMERFORD PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, and SPTMNR PROPERTIES TRUST, each a Maryland
real estate investment trust (together with their successors and assigns,
collectively, the “Landlord”).


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS, the Landlord
and Five Star Quality Care Trust, a Maryland business trust (“Tenant”)
are parties to that certain Second Amended and Restated Lease Agreement, dated
as of November 19, 2004, as the same has been amended to date (as so
amended, the “Original Lease”); and


 


WHEREAS, in connection with the Original Lease,
the Guarantor executed that certain Guaranty Agreement dated as of October 25,
2002, as confirmed from time to time (as so confirmed, the “Original
Guaranty”) for the benefit of the Landlord, pursuant to which the Guarantor
guaranteed all of the payment and performance obligations of Tenant under the
Original Lease; and


 


WHEREAS, as of the date hereof Landlord and Tenant are amending, restating and
bifurcating the Original Lease into two separate leases, one of which shall be
named the Amended and Restated Master Lease Agreement(Lease No. 3), (the “Amended
Lease No. 3”); and


 


WHEREAS, the Landlord
and Guarantor wish to amend and restate the Original Guaranty to guaranty all
of the payment and performance obligations of Tenant under the Amended Lease No. 3;
and


 


WHEREAS, the
transactions contemplated by the Amended Lease No. 3 are of direct
material benefit to the Guarantor;


 


NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the mutual receipt and 


 

















 


legal sufficiency of which
are hereby acknowledged, the Guarantor hereby agrees as follows:


 


1.                                       Certain Terms.  Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
Amended Lease No. 3.  The Amended
Lease No. 3 and the Incidental Documents are herein collectively referred
to as the “Transaction Documents.”


 


2.                                       Guaranteed
Obligations.  For
purposes of this Agreement the term “Guaranteed Obligations” shall mean
the payment and performance of each and every obligation of Tenant to the
Landlord under the Transaction Documents or relating thereto, whether now
existing or hereafter arising, and including, without limitation, the payment
of the full amount of the Rent payable under the Amended Lease No. 3.


 


3.                                       Representations
and Covenants.  The
Guarantor represents, warrants, covenants, and agrees that:


 


3.1  Incorporation of Representations and
Warranties.  The representations and
warranties of Tenant and its Affiliated Persons set forth in the Transaction
Documents are true and correct on and as of the date hereof in all material
respects.


 


3.2  Performance of Covenants and Agreements.  The Guarantor hereby agrees to take all
lawful action in its power to cause Tenant duly and punctually to perform all
of the covenants and agreements set forth in the Transaction Documents.


 


3.3  Validity of Agreement.  The Guarantor has duly and validly executed
and delivered this Agreement; this Agreement constitutes the legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as the enforceability thereof may be subject
to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium
and other laws relating to or affecting creditors’ rights generally and subject
to general equitable principles, regardless of whether enforceability is
considered in a proceeding at law or in equity; and the execution, delivery and
performance of this Agreement have been duly authorized by all requisite action
of the Guarantor and such execution, delivery and performance by the Guarantor
will not result in any breach of the terms, conditions or provisions of, or
conflict with or constitute a default under, or result in the creation of any
lien, charge or encumbrance upon any of the property or assets of the Guarantor
pursuant to the terms of, any indenture, mortgage, deed of trust, note, other
evidence of 


 


2

















 


indebtedness,
agreement or other instrument to which it may be a party or by which it or any
of its property or assets may be bound, or violate any provision of law, or any
applicable order, writ, injunction, judgment or decree of any court or any
order or other public regulation of any governmental commission, bureau or
administrative agency.


 


3.4  Payment of Expenses.  The Guarantor agrees, as principal obligor
and not as guarantor only, to pay to the Landlord forthwith, upon demand, in
immediately available federal funds, all costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred or expended by the
Landlord in connection with the enforcement of this Agreement, together with
interest on amounts recoverable under this Agreement from the time such amounts
become due until payment at the Overdue Rate. 
The Guarantor’s covenants and agreements set forth in this Section 3.4
shall survive the termination of this Agreement.


 


3.5  Notices.  The Guarantor shall promptly give notice to
the Landlord of any event known to it which might reasonably result in a
material adverse change in its financial condition.


 


3.6  Reports.  The Guarantor shall promptly provide to the
Landlord each of the financial reports, certificates and other documents required
of it under the Transaction Documents.


 


3.7  Books and Records.  The Guarantor shall at all times keep proper
books of record and account in which full, true and correct entries shall be
made of its transactions in accordance with generally accepted accounting
principles and shall set aside on its books from its earnings for each fiscal
year all such proper reserves, including reserves for depreciation, depletion,
obsolescence and amortization of its properties during such fiscal year, as
shall be required in accordance with generally accepted accounting principles,
consistently applied, in connection with its business.  The Guarantor shall permit access by the
Landlord and its agents to the books and records maintained by the Guarantor
during normal business hours and upon reasonable notice.  Any proprietary information obtained by the
Landlord with respect to the Guarantor pursuant to the provisions of this
Agreement shall be treated as confidential, except that such information may be
disclosed or used, subject to appropriate confidentiality safeguards, pursuant
to any court order or in any litigation between the parties and except further
that the Landlord may disclose such information to its prospective lenders,
provided 


 


3

















 


that
the Landlord shall direct such lenders to maintain such information as
confidential.


 


3.8  Taxes, Etc.  The Guarantor shall pay and discharge
promptly as they become due and payable all taxes, assessments and other
governmental charges or levies imposed upon the Guarantor or the income of the
Guarantor or upon any of the property, real, personal or mixed, of the
Guarantor, or upon any part thereof, as well as all claims of any kind
(including claims for labor, materials and supplies) which, if unpaid, might by
law become a lien or charge upon any property and result in a material adverse
change in the financial condition of the Guarantor; provided, however,
that the Guarantor shall not be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall
currently be contested in good faith by appropriate proceedings or other
appropriate actions promptly initiated and diligently conducted and if the
Guarantor shall have set aside on its books such reserves of the Guarantor, if
any, with respect thereto as are required by generally accepted accounting
principles.


 


3.9  Legal Existence of Guarantor. The
Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence.


 


3.10  Compliance.  The Guarantor shall use reasonable business
efforts to comply in all material respects with all applicable statutes, rules,
regulations and orders of, and all applicable restrictions imposed by, all
governmental authorities in respect of the conduct of its business and the
ownership of its property (including, without limitation, applicable statutes,
rules, regulations, orders and restrictions relating to environmental, safety
and other similar standards or controls).


 


3.11  Insurance.  The Guarantor shall maintain, with
financially sound and reputable insurers, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by owners of established reputation engaged in the same or similar
businesses and similarly situated, in such amounts and by such methods as shall
be customary for such owners and deemed adequate by the Guarantor.


 


3.12  No Change in Control.  The Guarantor shall not permit the occurrence
of any direct or indirect Change in Control of Tenant or the Guarantor.


 


4

















 


4.                                       Guarantee.  The Guarantor hereby unconditionally
guarantees that the Guaranteed Obligations which are monetary obligations shall
be paid in full when due and payable, whether upon demand, at the stated or
accelerated maturity thereof pursuant to any Transaction Document, or
otherwise, and that the Guaranteed Obligations which are performance
obligations shall be fully performed at the times and in the manner such
performance is required by the Transaction Documents.  With respect to the Guaranteed Obligations
which are monetary obligations, this guarantee is a guarantee of payment and
not of collectibility and is absolute and in no way conditional or
contingent.  In case any part of the
Guaranteed Obligations shall not have been paid when due and payable or
performed at the time performance is required, the Guarantor shall, in the case
of monetary obligations, within five (5) Business Days after receipt of
notice from the Landlord, pay or cause to be paid to the Landlord the amount
thereof as is then due and payable and unpaid (including interest and other
charges, if any, due thereon through the date of payment in accordance with the
applicable provisions of the Transaction Documents) or, in the case of
non-monetary obligations, perform or cause to be performed such obligations in
accordance with the Transaction Documents.


 


5.                                       Set-Off.  The Guarantor hereby authorizes the Landlord,
at any time and without notice to set off the whole or any portion or portions
of any or all sums credited by or due from the Landlord to it against amounts
payable under this Agreement.  The Landlord
shall promptly notify the Guarantor of any such set-off made by the Landlord
and the application made by the Landlord of the proceeds thereof.


 


6.                                       Unenforceability
of Guaranteed Obligations, Etc.  If Tenant is for any reason under no legal
obligation to discharge any of the Guaranteed Obligations (other than because
the same have been previously discharged in accordance with the terms of the
Transaction Documents), or if any other moneys included in the Guaranteed
Obligations have become unrecoverable from Tenant by operation of law or for any
other reason, including, without limitation, the invalidity or irregularity in
whole or in part of any Guaranteed Obligation or of any Transaction Document or
any limitation on the liability of Tenant thereunder not contemplated by the
Transaction Documents or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever, the guarantees contained in this Agreement shall nevertheless
remain in full force and effect and shall be binding upon the Guarantor 


 


5

















 


to the same extent as if the
Guarantor at all times had been the principal debtor on all such Guaranteed
Obligations.


 


7.                                       Additional
Guarantees.  This
Agreement shall be in addition to any other guarantee or other security for the
Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable
by the invalidity of any such other guarantee or security or by any waiver,
amendment, release or modification thereof.


 


8.                                       Consents and
Waivers, Etc.  The
Guarantor hereby acknowledges receipt of correct and complete copies of each of
the Transaction Documents, and consents to all of the terms and provisions
thereof, as the same may be from time to time hereafter amended or changed in
accordance with the terms and conditions thereof, and, except as otherwise
provided herein, to the maximum extent permitted by applicable law, waives (a) presentment,
demand for payment, and protest of nonpayment, of any principal of or interest
on any of the Guaranteed Obligations, (b) notice of acceptance of this
Agreement and of diligence, presentment, demand and protest, (c) notice of
any default hereunder and any default, breach or nonperformance or Event of
Default under any of the Guaranteed Obligations or the Transaction Documents, (d) notice
of the terms, time and place of any private or public sale of any collateral
held as security for the Guaranteed Obligations, (e) demand for
performance or observance of, and any enforcement of any provision of, or any
pursuit or exhaustion of rights or remedies against Tenant or any other
guarantor of the Guaranteed Obligations, under or pursuant to the Transaction
Documents, or any agreement directly or indirectly relating thereto and any
requirements of diligence or promptness on the part of the holders of the
Guaranteed Obligations in connection therewith, and (f) to the extent the
Guarantor lawfully may do so, any and all demands and notices of every kind and
description with respect to the foregoing or which may be required to be given
by any statute or rule of law and any defense of any kind which it may now
or hereafter have with respect to this Agreement, or any of the Transaction
Documents or the Guaranteed Obligations (other than that the same have been
discharged in accordance with the Transaction Documents).


 


9.                                       No Impairment,
Etc.  The obligations, covenants,
agreements and duties of the Guarantor under this Agreement shall not be
affected or impaired by any assignment or transfer in whole or in part of any
of the Guaranteed Obligations without notice to the Guarantor, or any waiver by
the Landlord or any holder of any of the Guaranteed Obligations or by the
holders of 


 


6

















 


all of the Guaranteed
Obligations of the performance or observance by Tenant or any other guarantor
of any of the agreements, covenants, terms or conditions contained in the
Guaranteed Obligations or the Transaction Documents or any indulgence in or the
extension of the time for payment by Tenant or any other guarantor of any
amounts payable under or in connection with the Guaranteed Obligations or the
Transaction Documents or any other instrument or agreement relating to the
Guaranteed Obligations or of the time for performance by Tenant or any other
guarantor of any other obligations under or arising out of any of the foregoing
or the extension or renewal thereof (except that with respect to any extension
of time for payment or performance of any of the Guaranteed Obligations granted
by the Landlord or any other holder of such Guaranteed Obligations to Tenant,
the Guarantor’s obligations to pay or perform such Guaranteed Obligation shall
be subject to the same extension of time for performance), or the modification
or amendment (whether material or otherwise) of any duty, agreement or
obligation of Tenant or any other guarantor set forth in any of the foregoing,
or the voluntary or involuntary sale or other disposition of all or
substantially all the assets of Tenant or any other guarantor or insolvency,
bankruptcy, or other similar proceedings affecting Tenant or any other
guarantor or any assets of Tenant or any such other guarantor, or the release
or discharge of Tenant or any such other guarantor from the performance or
observance of any agreement, covenant, term or condition contained in any of
the foregoing without the consent of the holders of the Guaranteed Obligations
by operation of law, or any other cause, whether similar or dissimilar to the
foregoing.


 


10.                                 Reimbursement,
Subrogation, Etc.  The
Guarantor hereby covenants and agrees that it will not enforce or otherwise
exercise any rights of reimbursement, subrogation, contribution or other
similar rights against Tenant (or any other person against whom the Landlord
may proceed) with respect to the Guaranteed Obligations prior to the payment in
full of all amounts owing with respect to the Amended Lease No. 3, and
until all indebtedness of Tenant to the Landlord shall have been paid in full,
the Guarantor shall not have any right of subrogation, and the Guarantor waives
any defense it may have based upon any election of remedies by the Landlord
which destroys its subrogation rights or its rights to proceed against Tenant
for reimbursement, including, without limitation, any loss of rights the
Guarantor may suffer by reason of any rights, powers or remedies of Tenant in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging the indebtedness to the Landlord.  Until all obligations of Tenant 


 


7

















 


pursuant to the Transaction
Documents shall have been paid and satisfied in full, the Guarantor further
waives any right to enforce any remedy which the Landlord now has or may in the
future have against Tenant, any other guarantor or any other person and any
benefit of, or any right to participate in, any security whatsoever now or in
the future held by the Landlord.


 


11.                                 Defeasance.  This Agreement
shall terminate at such time as the Guaranteed Obligations have been paid and
performed in full and all other obligations of the Guarantor to the Landlord
under this Agreement have been satisfied in full; provided, however,
if at any time, all or any part of any payment applied on account of the
Guaranteed Obligations is or must be rescinded or returned for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of Tenant), this Agreement, to the extent such payment is or
must be rescinded or returned, shall be deemed to have continued in existence
notwithstanding any such termination.


 


12.                                 Notices.  (a)  Any and
all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with written acknowledgment of receipt, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).


 


(b)  All notices
required or permitted to be sent hereunder shall be deemed to have been given
for all purposes of this Agreement upon the date of acknowledged receipt, in
the case of a notice by telecopier, and, in all other cases, upon the date of
receipt or refusal, except that whenever under this Agreement a notice is
either received on a day which is not a Business Day or is required to be
delivered on or before a specific day which is not a Business Day, the day of
receipt or required delivery shall automatically be extended to the next
Business Day.


 


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(c)                                  All such notices
shall be addressed,


 


if to the Landlord to:


 


c/o Senior Housing Properties Trust


400 Centre Street


Newton, Massachusetts  02458


Attn:  Mr. David
J. Hegarty


[Telecopier No. (617) 796-8349]


 


if to the Guarantor to:


 


c/o Five Star Quality Care, Inc.


400 Centre Street


Newton, Massachusetts  02458


Attn:  Mr. Bruce J. Mackey Jr.


[Telecopier No. (617) 796-8385]


 


(d)                                 By notice given
as herein provided, the parties hereto and their respective successors and
assigns shall have the right from time to time and at any time during the term
of this Agreement to change their respective addresses effective upon receipt
by the other parties of such notice and each shall have the right to specify as
its address any other address within the United States of America.


 


13.                                 Successors and
Assigns.  Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party, including without limitation the
holders, from time to time, of the Guaranteed Obligations; and all
representations, warranties, covenants and agreements by or on behalf of the
Guarantor which are contained in this Agreement shall inure to the benefit of
the Landlord’s successors and assigns, including without limitation said
holders, whether so expressed or not.


 


14.                                 Applicable Law.  Except as to matters regarding the internal
affairs of the Landlord and issues of or limitations on any personal liability
of the shareholders and trustees of the Landlord for obligations of the
Landlord, as to which the laws of the State of Maryland shall govern, this
Agreement, the Transaction Documents and any other instruments executed and
delivered to evidence, complete or perfect the transactions contemplated hereby
and thereby shall be interpreted, construed, applied and enforced in accordance
with the laws of The Commonwealth of Massachusetts applicable to contracts
between 


 


9

















 


residents of Massachusetts
which are to be performed entirely within Massachusetts, regardless of (a) where
any such instrument is executed or delivered; or (b) where any payment or
other performance required by any such instrument is made or required to be
made; or (c) where any breach of any provision of any such instrument occurs,
or any cause of action otherwise accrues; or (d) where any action or other
proceeding is instituted or pending; or (e) the nationality, citizenship,
domicile, principal place of business, or jurisdiction of organization or
domestication of any party; or (f) whether the laws of the forum
jurisdiction otherwise would apply the laws of a jurisdiction other than The
Commonwealth of Massachusetts; or (g) any combination of the foregoing.


 


15.                                 Arbitration.  The Landlord or the
Guarantor may elect to submit to arbitration any dispute hereunder that has an
amount in controversy in excess of $250,000. 
Any such arbitration shall be conducted in Boston, Massachusetts in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association then pertaining and the decision of the arbitrators
with respect to such dispute shall be binding, final and conclusive on the
parties.


 


In the event that any such dispute is submitted to
arbitration hereunder, the Landlord and the Guarantor shall each appoint and
pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’
recent professional experience in the general subject matter of the
dispute.  Notice of such appointment
shall be sent in writing by each party to the other, and the arbitrators so
appointed, in the event of their failure to agree within thirty (30) days after
the appointment of the second arbitrator upon the matter so submitted, shall
appoint a third arbitrator.  If either
the Landlord or the Guarantor shall fail to appoint an arbitrator as aforesaid
for a period of twenty (20) days after written notice from the other party to
make such appointment, then the arbitrator appointed by the party having made
such appointment shall appoint a second arbitrator and the two (2) so
appointed shall, in the event of their failure to agree upon any decision
within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses


 


10
















 


incident to the proceedings
shall be borne equally between the Landlord and the Guarantor, unless the
arbitrators decide otherwise.  The fees
of respective counsel engaged by the parties, and the fees of expert witnesses
and other witnesses called for the parties, shall be paid by the respective
party engaging such counsel or calling or engaging such witnesses.


 


The decision of the arbitrators shall be rendered
within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in
duplicate, one counterpart thereof to be delivered to the applicable Landlord
and one to the Guarantor.  A judgment of
a court of competent jurisdiction may be entered upon the award of the
arbitrators in accordance with the rules and statutes applicable thereto
then obtaining.


 


The
Landlord and the Guarantor acknowledge and agree that, to the extent any such
dispute shall involve any Manager and be subject to arbitration pursuant to
such Manager’s Management Agreement, the Landlord and the Guarantor shall
cooperate to consolidate any such arbitration hereunder and under such
Management Agreement into a single proceeding.


 


16.                                 Modification of
Agreement.  No
modification or waiver of any provision of this Agreement, nor any consent to
any departure by the Guarantor therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Landlord, and such
modification, waiver or consent shall be effective only in the specific
instances and for the purpose for which given. 
No notice to or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the same, similar or
other circumstances.  This Agreement may
not be amended except by an instrument in writing executed by or on behalf of
the party against whom enforcement of such amendment is sought.


 


17.                                 Waiver of
Rights by the Landlord. 
Neither any failure nor any delay on the Landlord’s part in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or privilege.


 


18.                                 Severability.  In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby, but this



 


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Agreement shall be reformed
and construed and enforced to the maximum extent permitted by applicable law.


 


19.                                 Entire Contract.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and shall supersede and take the place of any other instruments purporting to
be an agreement of the parties hereto relating to the subject matter hereof.


 


20.                                 Headings;
Counterparts.  Headings in
this Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. 
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument, and in pleading or proving any provision of this Agreement, it
shall not be necessary to produce more than one of such counterparts.


 


21.                                 Remedies
Cumulative.  No remedy
herein conferred upon the Landlord is intended to be exclusive of any other
remedy, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise.


 


22.                                 NON-LIABILITY
OF TRUSTEES. THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN
ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS
THERETO (THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES “  SNH SOMERFORD PROPERTIES
TRUST”, “SPTIHS PROPERTIES TRUST” and “SPTMNR PROPERTIES TRUST” REFER TO THE
TRUSTEES UNDER THE DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY
OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR
ANY OBLIGATION OF OR CLAIM AGAINST, SUCH ENTITIES.  ALL PERSONS DEALING WITH SUCH ENTITIES, IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION.


 


23.                                 Original
Guaranty.  The Guarantor
and the Landlord acknowledge and agree that this Agreement amends and restates
the Original Guaranty in its entirety with respect to the Guaranteed
Obligations and that this Agreement shall govern the rights and obligations of
the Guarantor with respect to the Guaranteed Obligations from and after the
date of this Agreement.  Notwithstanding
the foregoing, the Original Guaranty shall continue to govern the rights and
obligations of the 


 


12

















 


Guarantor with respect to
the Guaranteed Obligations (as defined in the Original Guaranty) prior to the
date of this Agreement and nothing contained in this Agreement shall operate to
release the Guarantor from any such rights or obligations.


 


[Remainder of page intentionally left blank.]


 


13

















 


WITNESS the execution hereof under seal as of the date
above first written.


 


	
   

  	
  FIVE
  STAR QUALITY CARE, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/  Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
  Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
  President

  



 


 


THE
LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23
OF THIS AGREEMENT.


 


SNH
SOMERFORD PROPERTIES 

TRUST, SPTIHS PROPERTIES 

TRUST, and SPTMNR
PROPERTIES 

TRUST


 


 


	
  By:

  	
       /s/  Richard A. Doyle

  	
   

  
	
   

  	
  Richard A. Doyle

  
	
   

  	
  Treasurer and Chief 

  
	
   

  	
  Financial Officer